Terms and Conditions

Last Updated [April 23, 2020]

Introduction

NOW//with Ventures LLC (“NOW//with”, “us” or “we”) and its parent, subsidiary and affiliate entities worldwide (individually referred to herein as the “NOW//with” or the “Company” or “we” or “us” or “our”) own and operate this website (“Site(s)”). These Terms of Use and Sale (“Terms”) constitute a legally binding agreement made by and between NOW//with and the user of this Site (personally and, if applicable, on behalf of the entity for whom you are using the Site; collectively, “you”). The Terms govern your use of the retail and other services we make available on this Site (“Services”).

BY ACCESSING OR USING ANY PART OF THE SITE OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THESE TERMS, WHICH CONTAIN AN ARBITRATION AGREEMENT, A WAIVER OF CLASS-ACTION RIGHTS, AND LIABILITY LIMITATIONS. YOU ALSO AGREE THAT YOU HAVE READ, UNDaERSTAND, AND AGREE TO BE BOUND BY THE PRIVACY POLICY, WHICH DESCRIBES HOW WE COLLECT, USE AND DISCLOSE YOUR DATA AND WHICH IS INCORPORATED INTO THESE TERMS, AND YOU CONSENT TO SUCH COLLECTION, USE AND DISCLOSURE. IF YOU DO NOT AGREE TO BE SO BOUND, YOU MAY NOT ACCESS OR USE THE SITE OR ANY SERVICES.

By viewing or using our Site, you acknowledge and agree to these Terms and those posted by us from time to time. NOW//with reserves the right to amend, change or modify these Terms at any time. No modification of these Terms by any party other than NOW//with shall be valid or enforceable against NOW//with unless expressly agreed to by NOW//with in a writing signed by an authorized NOW//with representative. When we post changes to these Terms, we will revise the “Last Updated” date at the top of the Terms. Your continued use of the Sites after any changes or revisions to these Terms become effective shall indicate your agreement with the terms of such revised and then-current Terms. You may be accessing our Site from a computer or mobile phone device and these Terms govern your use of the Site regardless of how you access it.

If you have any questions about these Terms, please contact us by email at support@nowwith.com.

GENERAL

(a) Eligibility. To use the Site you must be, and represent and warrant that you are, of legal age (18 years of age or older) and competence. By using the Site on behalf of any third party, you are representing to us that you are an authorized representative of that third party and that your use of the Site constitutes that third party’s acceptance of these Terms. In addition, if you have been previously prohibited from accessing the Site or the website of any of our affiliates, you are not permitted to access the Site.

(b) License to Use the Site. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access the Site and use the Services for your personal, non-commercial use, and as we otherwise intend. NOW//with reserves the right to monitor the Services for the purpose of determining that your usage complies with these Terms.

(c) Prohibited Conduct. You may not use the Site or Services other than as expressly permitted above. Without limitation, you will not, directly or indirectly: (a) copy, reproduce, modify, distribute, display, create derivative works of or transmit any content on the Site; (b) use the Services or Site commercially; (c) reverse engineer, decompile, tamper with or disassemble the technology used to provide the Services or Site (except as and only to the extent any foregoing restriction is prohibited by a non-waivable provision of applicable law); (d) interfere with or damage the Services, Site, or any underlying technology; (e) impersonate or misrepresent your identity or affiliation; (f) attempt to obtain unauthorized access to the Services or Site; (g) collect information about users of the Services, the Site, or the Service; (h) violate, misappropriate or infringe a third party’s intellectual property or other right, or any social media platform terms; (i) violate any law, rule, or regulation, or (j) interfere with any third party’s ability to use or enjoy, or our ability to provide, the Services or Site.

(d) Privacy Policy. NOW//with’s Privacy Policy (which describes how we collect, use and disclose your data and your consent to such collection, use, and disclosure) is incorporated into and is a part of these Terms.

PROMOTIONS

(a) Promo Codes. NOW//WITH May, from time to time in its sole discretion, offer certain promotional codes for discounts. Promotional codes are non-transferable and are not redeemable for cash, credit, or toward previous purchases. The promotion code must be redeemed at the time of checkout, unless otherwise advertised, and cannot retroactively be applied to a purchase. There is no cash alternative. Furthermore, promotional codes cannot be used in conjunction with any other offer or promotional discount, and must be redeemed by the date published, if provided. Lost promotional codes cannot be replaced. Limit one promotional code per customer. Promotional codes are void where prohibited. Any promotional program may be terminated or modified by NOW//WITH at any time in its sole discretion.

TERMS OF SALE
The following terms apply to your purchase of the products offered on the Site, “add-on” product, or otherwise (“Products”).

(a) Product Descriptions. We try to make the Site thorough, accurate, and helpful to our customers. Nonetheless, there may be times when certain information contained on the Site may be incorrect, incomplete, inaccurate, or appear inaccurate because of the browser, hardware, or other technology that you use. We apologize in advance for any such errors that may result in an incorrect price, inaccurate description, item unavailability or otherwise affect your order. We reserve the right to correct errors (whether by changing information on the Site or by informing you of the error and giving you an opportunity to cancel your order) or to update Product information at any time without notice.

(b) Availability and Pricing. NOW//WITH reserves the right to change the prices and available Products at any time. Quantities of some Products may be limited and stock cannot always be guaranteed. Products offered for sale on this Site are for sale only in the United States and all prices are quoted in U.S. dollars. We may occasionally make errors in the stated prices on this Site. If a product’s correct price is higher than the listed price, we will, in our discretion, either confirm the correct price with you or cancel your order and notify you of such cancellation.

(c) Purchasing Products. The display of Products on the Site invites you to make us an offer to buy the Products. Your order is an offer to buy the Products, which we accept only by shipping the Products ordered. Any confirmation that you receive after placing an order does not constitute an acceptance of your offer, and is subject to correction before shipment in the event of inaccuracies, errors, Product unavailability, or for any other reason.

(d) Orders. We have the right to refuse or limit any orders and limit quantities. We will not be liable if a Product is unavailable or if shipment is delayed. All orders are non-cancelable; we may grant or deny cancellation requests for individual orders in our sole and absolute discretion. We reserve the right to provide substantially similar products to fulfill your order.

(e) Returns. We do not allow returns or substitutions of Products. All sales are final.

(f) Damaged or Incomplete Shipment. If you receive a damaged or incomplete shipment of Products, or if you are otherwise unhappy with any Product, please email us at support@nowwith.com. We must receive notice of a damaged or incomplete shipment wit

(g) Payment. You authorize us (and any payment processor) to charge your payment card for all purchases you make. We accept the forms of payment stated on the Site and, for credit card payments, charge your credit card when your order is processed. The bank issuing your credit card may control when to release funds in the case of an order cancellation or refund. We reserve the right to use the payment information you provide us in connection with this payment to provide better service to you should you wish to use our service again in the future and to protect us from fraud and other losses. Completion of a payment transaction is contingent upon: (a) you providing complete personal, account, transaction and any other information needed, (b) authorization of the payment by your credit or debit card company, and (c) acceptance of your payment. You may cancel your payment prior to your final submission of it to us. We may, in our sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. We may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (i) if you attempt to use the Services in breach of any applicable law or regulation, including the card network rules or regulations; (ii) if you use the Services in breach of these Terms; (iii) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (v) failure to cooperate in an investigation or provide additional information when requested.

(h) Transfer of Title and Risk of Loss/Damage. Title to and the risk of loss/damage of all Products passes from us to you at the time we deliver the Products to the common carrier for shipment. By purchasing Products on the Site for shipment, you are asking us to engage a common carrier to deliver your order. In doing so, we are providing a service to and acting on behalf of you. We reserve the right to choose any and all procedures, packaging and the common carrier of sold Products. We may not be able to have your order shipped to a post office box, to certain addresses or on certain days. We reserve the right to ship your order in multiple boxes or shipments.

(i) Taxes. Stated prices do not include any customs duties, sales, use, value-added, excise, federal, state, local or other taxes. You are solely responsible for the payment of such taxes related to your purchase. We have the right to charge you for any taxes that we believe we are required to pay or collect related to your purchase.

INTELLECTUAL PROPERTY; THIRD-PARTY CONTENT AND SERVICES

Intellectual Property Rights. All content on the Site, or otherwise made available via the Site, including the text, notes, graphics, photos, sounds, music, videos, interactivities and the like (“Content”), the trademarks, service marks and logos contained therein (“Marks”), the design of the Site and/or Services (“Site Design”), and all software and other technology used to provide the Site and/or Services (“Technology”), are owned by or licensed to NOW//with and/or its affiliates. Content is provided to you “as is” for your information and personal use only and may not be used, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever. We reserve all rights not expressly granted in and to the Site, Content, Marks, Site Design and Technology. Using the Site and/or Services does not give you any ownership of or right in or to any Content, Marks, Site Design or Technology.

Third-Party Content. The Site may contain information and content provided by third parties. We have no obligation to monitor, we do not endorse, and we are not liable for any third-party content. In addition, the Site may contain links to third-party websites. NOW//with is not responsible for the content on any linked site or any link contained in a linked site. We do not endorse or accept any responsibility for the content on such third-party sites.

Third-Party Services. Third parties may offer their services directly to you through the Site. In such case, you may be required to agree to the third party’s terms of service and/or privacy policy to use the service. NOW//with will not be liable in any way for the acts or omissions of such third party, the terms of service or privacy policy of the third party or its failure to adhere to its terms of service or privacy policy, or any loss, damages, liability or expenses (including attorneys’ fees) that you may incur arising from or related to such third party’s services or products.

WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY; NOTICE TO NEW JERSEY RESIDENTS

NO WARRANTIES. THE SITE, SERVICES AND PRODUCTS ARE PROVIDED “AS AVAILABLE” AND “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. NOW//WITH DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOW//WITH DOES NOT WARRANT THAT ANY PRODUCTS WILL BE IN STOCK, SAFE, DEFECT-FREE, CONFORM WITH WRITTEN OR ORAL SPECIFICATIONS, GUARANTEES, REPRESENTATIONS, WARRANTIES OR PROMISES, OR THAT PRODUCTS WILL NOT BE LOST OR DAMAGED IN SHIPMENT. THIS PROVISION IS NOT INTENDED TO DISCLAIM LIABILITY THAT WE MAY NOT DISCLAIM UNDER APPLICABLE LAW.

USE OF SITE IS AT YOUR OWN RISK. NOW//WITH DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES OR EMAILS SENT TO YOU WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL CODE, OR THAT ALL INFORMATION WILL BE ACCURATE OR COMPLETE. YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR HARDWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF MATERIAL OR DATA. NOW//WITH MAKES NO REPRESENTATION, WARRANTY, GUARANTEE OR PROMISE THAT THE PRODUCTS, SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULTS. NOW//WITH WILL NOT BE RESPONSIBLE FOR ANY THIRD-PARTY CONTENT OR SERVICES ON THE SITE, ANY LINKS TO THIRD-PARTY WEBSITES OR ANY THIRD-PARTY WEBSITES. NOW//WITH PACKAGING, LABELS AND INSTRUCTIONS MAY CONTAIN MANUFACTURER DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT APPLY TO THE PRODUCTS YOU PURCHASE. NOW//WITH MAKES ALL DISCLAIMERS IN THIS PARAGRAPH ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS.

NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS. NOW//WITH DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY WEBSITE FEATURED OR LINKED TO THROUGH THE SITE, AND NOW//WITH WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. NOW//WITH WILL NOT BE LIABLE FOR THE OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. YOU VOLUNTARILY ASSUME THE RISK OF HARM OR DAMAGE FROM THE FOREGOING. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW.

NO CONSEQUENTIAL DAMAGES. IN NO EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WILL NOW//WITH, ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY “NOW//WITH” FOR PURPOSES OF THIS SECTION) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM THE PERFORMANCE, USE OF OR THE INABILITY TO USE THE SITE, SERVICES OR PRODUCTS, EVEN IF NOW//WITH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE OR OTHERWISE. NOW//WITH WILL NOT BE LIABLE FOR THE COST OF REPLACEMENT PRODUCTS, LOSS OF REVENUE, OR LOSS OF GOOD WILL.

OUR LIABILITY IS LIMITED. IN ANY EVENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCT(S) TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PRODUCT, $99.99. THIS PROVISION IS NOT INTENDED TO EXCLUDE LIABILITY THAT NOW//WITH MAY NOT EXCLUDE UNDER APPLICABLE LAW.

NOTICE TO NEW JERSEY RESIDENTS. Your rights are protected under the Truth-in-Consumer Contract, Warranty and Notice Act and New Jersey law generally. The following provisions in these Terms do not apply to you and are not intended to vary, diminish or alter your rights under New Jersey law: specifically, nothing in these Terms limits, varies, diminishes, affects, or otherwise voids or alters your rights under New Jersey law as they relate to the following: limitations of liability or exculpation (such as limitations on indirect, incidental, special, exemplary, consequential or similar damages); dispute resolution; indemnification; venue or jurisdiction; statutes of limitation or repose periods for bringing claims; plain language requirements; and warranties. Your rights regarding these specific provisions will be governed by New Jersey law. In the event of any conflict between these Terms and New Jersey law, New Jersey law shall govern.

INDEMNITY

You agree to defend, indemnify and hold harmless NOW//with, its affiliates and their respective directors, officers, employees and agents (the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities and expenses (including attorneys’ fees) incurred in connection with any third-party claim brought or asserted against any of the Indemnified Parties alleging facts or circumstances that would, if true, constitute a violation of any provision of these Terms by you. You may not settle any such claim without our express written consent. This defense and indemnification obligation is intended to extend to the fullest extent permitted by applicable law and will survive these Terms and your use of the Site.

TERMINATION; SURVIVAL

Term. These Terms are effective unless and until terminated by you or us. We may, in our sole and absolute discretion and without any liability, modify, suspend or discontinue any aspect of the Site, temporarily or permanently, at any time and without prior notice.

Modification and Termination of Site and Services. We may modify or terminate the Site or the Services, your access to the Services, in part or as a whole, at any time, for any or no reason, and without notice or liability to you.

Suspension or Termination. We may deny you access to all or part of the Site at any time for any reason (including if you violate these Terms, as determined in our sole and absolute discretion) or no reason at all. If we terminate for no reason your right to access the Site, we will fulfill our obligations to you related to any orders outstanding at the time of termination.

Effect of Termination. If you terminate your use of the Site or Services, you will remain liable under these Terms for any purchase made prior to termination. If we terminate your right to access the Site, these Terms will terminate and all rights you have to access the Site will immediately terminate. The following provisions will survive termination: 1(c), 1(d), 3, 4 through 9.

GOVERNING LAW/DISPUTE RESOLUTION/ARBITRATION

All matters relating to the Site and Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

By using the website you agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before a single neutral arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures. The parties to arbitration may use legal counsel at their own expense. All costs of arbitration (including arbitrator fees) shall be paid by NOW//with, except only that if you bring the arbitration, you may be charged an initial filing fee that shall not exceed the filing fees that you would incur for bringing an action in court. Without limiting the generality of the foregoing, in the event that any party seeks injunctive or equitable relief with respect to any actual or threatened breach of these Terms, or with respect to public injunctive relief, such party may seek relief in a court of competent jurisdiction. Notwithstanding anything else in these Terms or the JAMS rules, any parties subject to this arbitration provision shall be barred from bringing or participating in any Class Action (as defined below) related to a dispute covered by this arbitration provision. Notwithstanding anything else in these Terms or the JAMS rules, it is agreed that the arbitrator is specifically denied the authority to consider or certify any Class Action under these Terms. However, if these Class Action restrictions are ever deemed illegal or unenforceable, they shall be severed from this arbitration provision. In that event, any Class Action shall by exempted from this arbitration provision and brought in court of competent jurisdiction, in connection therewith and each of the parties consent to the sole and exclusive jurisdiction of the state and federal courts of the State of New York. For purposes of these Terms, the term “Class Action” shall mean claims brought on behalf of or allegedly representing or including other persons or entities, including but not limited to any class, consolidated, representative, collective or private attorney general action. This arbitration provision is subject to the Federal Arbitration Act, and may be enforced in any court of competent jurisdiction. WAIVER. BY AGREEING TO THESE TERMS AND SUBJECT THERETO, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED ABOVE) OR TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING FILED AGAINST US AND/OR RELATED THIRD PARTIES.

STATUTE OF LIMITATIONS. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THE TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED. THIS PROVISION DOES NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.

GENERAL TERMS

Force Majeure. Under no circumstances shall NOW//with or its licensor or supplier be held liable for any delay or failure in performance resulting directly or indirectly from an event beyond its reasonable control.

No Waiver; Severability. No waiver of any term of these Terms will be binding unless in writing, no waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and the failure of NOW//with to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. The provisions of these Terms are intended to extend only to the fullest extent permitted by applicable law. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

Miscellaneous. These Terms (and all policies, terms and conditions referenced herein) constitute the entire agreement between you and NOW//with and govern your use of the Site, Services and products provided by NOW//with, and supersede any prior agreements between you and NOW//with on the subject matters. You also may be subject to additional terms that may apply when you use certain NOW//with services or third-party content, links or websites. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you. These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by NOW//with without restriction. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns. These Terms may not be modified by an oral statement by a representative of NOW//with. A party’s failure or delay in exercising any right, power or privilege under these Terms will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under these Terms. No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms. You agree to comply with all applicable laws in your use of the Site and Services. You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form. These Terms will not be construed against the drafter. “Include(s)” or “including” means, respectively, “include(s), without limitation,” or “including, without limitation,”, unless expressly stated otherwise. If you are using the Site or Services for or on behalf of the U.S. or any other government, your license rights do not exceed those granted to non-government consumers.

Use Outside the United States of America. The Site is controlled and offered by NOW//with from the United States of America. NOW//with makes no representations that the Site is appropriate for use in other locations. Those who access or use the Site from other locations do so at their own risk and are responsible for compliance with local law. You consent to the processing in the United States of America of information you provide to us.

Notices and Electronic Communications. You hereby consent to receiving and transacting with us by electronic means. We may deliver notice to you by e-mail, posting a notice on the Site or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: privacy@nowwith.com.